Lioness of the Southern Wind
by Hope Carter
Summary: Survival is not a game. It is all too real, and frightening. But for some, survival is harder than for others.
1. Chapter 1

DISCLAIMER: The charactes from Disney's film The Lion King and The Lion King 2: Simba's Pride are not my property. They are products of the Walt Disney company I claim copyright on all other characters and this fanfiction.

Forward:

Definitions Courtesy of Merriam-Webster Dictionary Online

**Usurp**

1 a**:** to seize and hold (as office, place, or powers) in possession by force or without right _usurp_ a throne b**:** to take or make use of without right _usurped_ the rights to her life story2**:** to take the place of by or as if by force

**Treason**

1 **:** the betrayal of a trust **:** treachery 2 **:** the offense of attempting by overt acts to overthrow the government of the state to which the offender owes allegiance or to kill or personally injure the sovereign or the sovereign's family

**Betray**

1**:** to lead astray; _especially_ **:** seduce2**:** to deliver to an enemy by treachery3**:** to fail or desert especially in time of need _betrayed_ his family4 a**:** to reveal unintentionally _betray_ one's true feelings b**:** show, indicate c**:** to disclose in violation of confidence _betray_ a secret

**Terror**

1**:** a state of intense fear2 a**:** one that inspires fear **:** scourge b**:** a frightening aspect the _terrors_ of invasion c**:** a cause of anxiety **:** worry d**:** an appalling person or thing; _especially_ **:** brat3**:** reign of terror4**:** violent or destructive acts (as bombing) committed by groups in order to intimidate a population or government into granting their demands insurrection and revolutionary _terror_

What would you do to protect your home? What extremes would you go to in order to gain acceptance?

What wouldn't you do to be counted amongst your heros?

From the night he became king, Sarabi suspected foul play. Since she had met Taka, first seen those green eyes that did not reflect the light of the sun as Mufasa's had, she hadn't trusted him. All trust had vanished when he allowed the hyenas free reign, however, and she had to struggle to keep an eye on the monstrously numbered clan between bouts of black depression.

Her pride, though broken and in a similar pit of despair, depended on her. As of yet, the lion formerly known as Taka hadn't taken a different queen, so her pride sisters and their cubs still revered her as their regent. But fear and malice ruled now, glaring down mercilessly at everything from the once majestic Pride Rock to field mice.

Somehow Sarabi knew tyranny would come crashing down on them. It was plain for all of them to see, even the young innocents knew it. Scar's gaze was as harsh and scrutinizing as the sun's glare, and like the sun during the dry season, it sucked the life right out of them. They knew the glow of peace and happiness was trickling out of their lands, and any hope for a happy future with it.

Nothing, however, could prepare them for the blood bath that would take place in the Pride Lands.

It all began with a flick of his wrist. Sarabi watched, horrified, thunderstruck and speechless, as Nala's sibling fell to the cave floor. Snarling her fury she charged into the den, and scooped Mheetu up before Scar could reach out for him again. But it was too late. The keening wail that came from behind her, and the smell of a fresh carcass, told her such.

That did not mean she had to give up. Urgently she carried the body to a far corner of the den, and laid it there, following it to the stone ground. Nuzzling it persistently, she harshly whispered all of the prayers to evoke the gods' good will she knew. Tears started to burn in her eyes, surprising her as she tried to stop the blood from pouring out of the young cub's neck. But Sarabi had made a terrible mistake. While trying to wake Mheetu from eternal slumber, she heard a shriek, followed by Scar's deadly jaws snapping shut, and her heart fell into the burning pit of her stomach.

"NO!" she bellowed, shoving herself away from the cub she knew she could not save. But Aiehu help her, she would not let any more of Mufasa's nieces and nephews die at Scar's claws. Cuffing the lion who had taken the throne, she snatched the remaining two cubs away from him, snarling all the while.

"Shenzi!" he snarled, his eyes turning malicious. "Banzai! Take the cubs away from her! NOW!"

Without giving her chance to brace herself, one of the hyenas(judging from the sickening smell, it was the least intelligent of Scar's goons) cracked it's skull into her's, sending her sprawling to the floor. The cubs went flying, the one she'd held in her jaws sailing and crashing into the den wall next to Scar. He caught it in his paws with a dull slap, and as the female hyena Scar called 'Shenzi' took care of the male cub, Scar viciously tore into the female.

"Scar, why are you doing this?!" she gasped. One of his henchmen rounded on her, his teeth flashing yellow and dripping. He lifted a hind leg and urinated on her flank, and with an outraged cry, Sarabi scrambled out from under the stream. She pushed to her feet, and backed away from the horrific spectacle, glaring at Scar in dismay and shock. "They are your niece and nephew, Scar!! What on earth has gotten into you?!"

"The times of royal niceties are over with, Sarabi," Scar snarled, his maw dripping with blood. He licked rogue droplets off of his whiskers, and his mouth curled up in a truly psychotic grin. "It's time for change. It's time to bring back my father's ways."

Sarabi was truly chilled by those words. There was something completely nightmarish about him now, and a voice in her mind screamed for her to flee. She should gather what lionesses and cubs could make it and run while she had the chance. While she and the others still had the strength and will.

Within a moon's changing, she suspected, their hope would be lost. She had to act now, else–

"I wouldn't consider running if I were you, my queen," Scar said, his voice low. Her blood stopped moving when her heart came to a complete halt. Eyes round with indignance and fear, she rounded on him, the piss and her friend's woeful cries forgotten. There was something in his gaze that made her feel like the rodent in the serpent's shadow, and with that her heart came thumping back to life.

Stroking the dead cub in his paws, he nodded slowly. "You heard me. I've made my choice. You and I shall rule, as it was meant to be. But if you do not heed my command and deny me the heirs I so rightly deserve..." His glare became black, demonic, and the lionesses in the cave gasped. "I'm afraid I'll have to kill you along with the rest of the cubs."

Sarabi held her ground, unable to move, but on the inside she was enraged that she had become Scar's prey. Unable to stop herself, she began to shake her head, feeling like she was close to retching. Her soul cried out in outrage and terror, her whole body shook from nerves and barely contained violence. Oh, how she'd have loved to cuff him until he was black and gray. But something inside of her, something smaller than a dust particle but undeniably there, privately thrilled at the thought of having a mate again.

Pinning her ears against her head when the fresh wound ached once more, she tried to force off all thoughts of her beloveds. It was no use. A tear slipped out from a closed lid, and she tried without success to hide it from his notice. Scar made an unsympathetic sound in his throat, and she flinched when there was a sickening crack. He tossed one of the cub's halves to his slathering hyenas, who fought over the scrap. Sarafina howled and wept, but her brother would not even give her a glance.

"Think on my offer for now, my queen," he said, sighing lazily. Sarabi stared at him, mouth agape. "But I will have you. By the end of the moon's cycle, you will feel the pang of hunger for a mate. The pang only I can soothe. For if you try to flee my lands..." His dogs giggled and laughed ferociously. "They will take care of you, and your sisters. For, you see...I only need one lioness to repopulate Pride Rock."

"You sick piece of antello–"

"Ah ah ah," he interjected. "Not another word. You wouldn't want me to pick one of the cubs, now, would you? I've been thinking about that, actually. I'm making plans, you see. Should you not agree to be my mate, and none of the other lionesses...I shall have to wait until Nala is in season, and she will be queen."

"Brother!" Sarafina gasped in outrage, other emotions besides grief emerging once more. "You are her uncle! How dare you try to force yourself on my only child!"

"Oh, but I am the king, _dearest sister_," he sneered, baring his teeth. Sighing in boredom, he waved a paw at them, as if swatting a fly. "Now off with you. I want to enjoy my meal in peace." When the lionesses stood their ground, he whipped round to glare at them, and growled low in his throat. "Shenzi, be a good girl and show them out."

"With pleasure."

Something was definitely wrong with her mom, Nala decided. Sarafina hadn't uttered more than three sentences since she'd returned, reeking of blood and tears, three days after Uncle Scar had taken over. Granted, Nala hadn't been much of a talker those days either, but she began to grow concerned for her mother when she refused to even respond when Sarabi called her for a hunt.

"Auntie Sarabi," she called when Simba's mother returned. Glancing at her mother, who was deep day number two of her nap, she decided it was safe to go to Sarabi for a while to question her. The stockier lioness slowed her pace till Nala caught up, but did not pause as she headed to Pride Rock. Nala noticed then that her adoptive aunt had a gazelle leg in her jaws, and her mouth watered involuntarily. "Ooh, Aunt Sarabi, who's the snack for?"

"Not you, I'm afraid," Sarabi sighed bitterly. She glanced back towards where Sarafina was still sleeping, her gaze turning cold for a moment. "If Sarafina had been there to help, you two would have a share." Nala drew up short, and Sarabi sighed again when she glanced back at the cub. "I'm sorry, dear heart...I am very troubled as of late, and your mother losing her cubs is no helping matter."

"What happened to them, Sarabi?" Nala asked after chewing on her lip for some time. "Mom won't tell me. I'm scared...she's been sleeping for a while. She only wakes up if a hyena comes near our den or to get a drink."

"I'm sorry, Nala," Sarabi said quietly. "If I could tell you about them, I would...but that is something your mother must tell you the first time. As for her long sleep? If she does not wake within the next sunrise, I will fetch Rafiki, but you must give her time." Nala saw tears threatening to trickle down Sarabi's cheeks, and her heart squeezed tight with sympathy. "We all must wait, I am afraid. Until a new ray lights these lands, I'm afraid..."

"Afraid? Afraid of what, Sarabi?" Nala pressed, her voice dropping to a hush. But without warning the considerably older lioness stopped and pushed Nala onto her back. "Unh–Sarabi, what'd you do that f–"

"_Hush_, child," she hissed. "Turn back now. Go to your mother. There are far too many hungry hyenas here."

"Will you be alright, Aunty?" Nala whispered when she rolled onto her feet. She crouched down low in the tall grasses, having to crane her neck to see Sarabi turn to Pride Rock with a grim expression.

"I can fend for myself for now, Nala," she said, her voice flat. "But you must go back to your mother. You are her only light now. She is counting on you."

"Yes, Aunt Sarabi," Nala said, bowing her head respectfully. Then, she turned tail, and ran.

The rains came and went swiftly, and as the clouds made a dramatic exit, Sarabi came into season. But she was not alone. Many other cubs had fallen into Scar's clutches, and with heavy hearts they began to hear the lonely howling in their ears, one none of them spoke of but they all knew they heard. When Scar would prowl by, though they were loathe to admit it, to themselves mostly, their pulses would race and thoughts of cubs with green eyes would catch in their minds.

Eventually, some went willingly to him. Those with the weakest wills, seeking out comfort they felt only a male could offer, they would go to their king, and the hyenas would ferociously guard his position. At a wide, almost ridiculous distance, of course, but the lionesses would walk past and keep on going when that musky stench hit their nostrils.

But some were positively terrified to go to Scar. They would come to Sarabi and the elder lionesses, their hearts in their throats as they begged for their blessing to leave Pride Rock. Sarabi was most mournful of all to tell them they could not leave, and slightly betrayed that they would even ask. Their only chance of survival depended on each other. The less of them there were, the higher Scar's chances of isolating them from one another.

At last only two cubs were left from Simba's generation. It terrified Sarabi to think Scar might force himself on the children years before even their first kills. Night and day she had the cubs and their mothers under close watch by her most fearsome lionesses.

Her days were filled with numb fear and a violence she could not unleash, and her dreams were filled with nightmarish images of a great red beast being thrown into a mass of black and green flames. She would wake with a fright and leave wherever she'd fallen prey to fatigue, reminding herself not to sleep there again.

When she wasn't trying to revive Sarafina's fighting spirit, she would find herself wandering to the very top of Pride Rock. Though it was growing easier to think on him, it still hurt her breast terribly to think of Mufasa, sitting here with his father, with her, and with their son. Now, she knew, when she sat so very close to the sky, her Muffy and Simba were sitting together, looking down on her from the stars.

On one such night she could no longer bear thoughts of them dead, she went to the top of the rise, hoping to stir up memories of the two living, smiling and happy. It was easy, she thought, easier than she hoped it would be to remember them this way. Smiling through her tears to herself, she hardly noticed the presence behind her until the young lioness cleared her throat.

When she turned, familiarity smoothed the fur standing on end along her spine. Zira, she recalled at last, smiled at her timidly, and bowed her head. Sighing in exasperation, Sarabi twitched her tail to show her impatience.

"Well, come to sit beside me, if that is what you wish," she said gruffly, more so than she'd wanted to be. Young Zira flinched, but closed the gap between them quickly. Instead of sitting, she respectfully laid down on her side. Though she was a commoner during Mufasa's time, now that Scar had taken her in as a hunter, she fully and completely respected the rules of etiquette. But beyond her politeness Sarabi sensed something. "What's on your mind? I can smell, you know."

"Your maje–er...Sarabi," she began, wincing before correcting herself. Until Sarabi made her decision, or until he made it for her, she had forced Zira to address her by her full name. Taking in a shaky breath, she catapulted into her next sentence. "King Scar told me to come fetch you. He says he won't wait anymore. If you don't come to him, he'll do something...'quite drastic.'" Looking up with guilt in her red-brown eyes, Sarabi felt the cub's fear and sorrow as if it were her own. In a sense, it was, but the cub truly had no idea what Scar's threat meant. "I-I'm sorry. I thought he was going to hurt me." Zira's head moved slightly as she swallowed, hard. "The hyenas separated me and my aunty, and I...I hadn't seen her in a couple of days. He said if I didn't tell you, he would hurt her, and then he'd hurt me even more." With a dry sob, she screwed her eyes shut, and Sarabi barely had any warning before the cub leaned against her foreleg. "I didn't know what to do! I was so afraid, and she was...she was screaming."

"Do you mean...you saw them...?"

"Y-yes," she whispered, in a terrified hush. "I got past the hyenas. He was on top of her...Aunty Sarabi...please, tell him to stop hurting everyone." She looked up imploringly at her, eyes bright with tears and hope. "He'll listen to you. I know he will. I've seen it before."

"My dear, I'm afraid I might not be able to prevent what's happening to Ikase," Sarabi sighed bitterly. "I cannot tell you how sorry I am." Biting her lip to swallow the roar of anguish and fury that ripped at her throat, she turned her eyes skyward. But the clouds, though they no longer gave rain, blocked her sight of the clouds. Sarabi closed her eyes and stood. _Mufasa...forgive me, beloved._

Guilt. _Destroy, frighten, terrorize._ Pity. _Destroy, frighten, terrorize._ Pain. _Destroy, frighten, terrorize._

Buzz and his small clan went through the daily routine Shenzi had set up for them. Since meeting Scar, the matriarch of most of the clans in the graveyard had forced them through drills, day after day after day, until Buzz was sure he would go mad. Nothing, however, not all of the drills or speeches he'd ever experienced, could compare him for the kinship he felt with Scar's pride.

Though he'd never told them, he knew what it was like to be forced to obey and submit after a devastating tragedy. He and his clan all knew. And they all bore a bitter hatred for Banzai and his get, those who had caused them so much grief, brought plight and suffering to all of them.

Still, it was a stable way of life until Buzz found another place for them. Unlike the lionesses, he knew he and his clan could one day leave the Pride Lands in search of larger territory. They often said amongst themselves Scar hadn't anticipated the true size of his hyena army. And to them, the green eyed narcissist was one big joke.

The lionesses he forced himself upon, however, were not. It was Buzz who saw the queen come to him, begrudgingly. On that day, and the four days that followed, he tried not to stare and watch the horrific treatment Sarabi went through. By the time she managed to slink off to her sisters, he knew she would bear the fruit of their strange, violent union, and shuddered to think what Scar would turn them into once they were born.

On the night after Sarabi escaped, Buzz found he could hardly look at his brothers. In their eyes were echoes of the horrors they'd witnessed, and he could hardly face them at the moment. Juno noticed his attempts at departure first and cut him off. The considerably smaller hyena eyed him suspiciously, concern on his muzzle.

"Where are you headed, Buzz?" he asked after a while. Buzz sighed bitterly, but did not answer. Juno shrugged, and kept pace when he let Buzz pass. "When will you be back?"

"By sunrise, Mr. Nose," Buzz snapped. Juno laughed in shock and mild fear and skittered away. "Make sure no one goes for a midnight snack, and keep them from teasing the lionesses." He turned away from his brother to hide the disturbed shiver that laced his back. "They might have sighed in bliss, but they are far from paradise."

After a few long minutes, he began to lose himself in the beauty of his current territory. Granted, from what he'd heard, it's beauty was slowly fading, but Buzz knew to appreciate something before it left. When the wind whistled, harsh and fast, through the tall blades of grass and over his short fur, he could have sworn the lost souls were howling to him. The planes were vast, and had he not engraved Pride Rock's shape into his memory, he might have lost himself amongst the hills and the underbrush.

"HEY!! Get away from here you slobbering brute!"

"OI!" Buzz barked sharply, dodging being hit in the skull with a rock the size of his paw. He leapt away, glaring about for his attacker as his hackles bladed on his spine. "Wotcher! I'm just walking!"

"Well you've no right to walk here! Now get back to groveling at 'his majesty's' paws!" Another rock sailed at him from nowhere, striking him in the shoulder. Buzz yelped and leapt away again, then crouched low in the grass. Growling softly, he waited for another rock to fly past, and burst out into laughter when something yanked his tail without warning. "Hee hee hee, you getting tired yet, pup?"

"Bloody hell where the--YIIIEEEEH!!...what are you?!"

"What does it matter to you?! You and your kind have invaded the lands that were once so beautiful, the lands I called home!" Buzz jumped and skittered out onto an open patch of dust when what felt like a bone struck his thigh with all the force of an angry water buffalo mother. "I have seen many generatiosn of kings and queens ascent that rise, and I will make you all rue the day Scar did!"

"I've no beef with you...whatever you are," Buzz spluttered, coughing through the cloud of dust he was coughing up. "And as for Scar...he's no friend of mine. I am here with my clan until we find greener fields. You just happen to live in our temporary home."

"How do I know you are not one of Scar's ears? There have been many before you, and I trust none of them. Why are you so different?"

"Because Scar is a fool and I despise the way he treats those poor girls," Buzz rasped, suddenly overcome with emotion. The need to reach out to this strange being was overpowering, and he felt his breath hitching in anticipation. "I would never stoop to the lows I saw him wallowing in when the sun was still high. You've got to believe me, mate, after what I've seen, I can never look at that poor excuse for breath again."

"Hmmmmm. Perhaps I can trust you. But first...I have to test you."

A sharp crack resonated in Buzz's ears as the world tilted beneath his paws. Before blackness descended on him he felt an intense pain in his skull, and a grizzled paw with long toes drew itself away, holding what appeared to be a stick as long as he was frome nose to tail. His eyes fluttered briefly before there was nothing, but not before he heard the cheeky devil laugh.

"That is, if a dog can pass my tests. Eee hee he he heee!!"


	2. Chapter 2

**Fable**

1: a fictitious narrative or statement: as a**:** a legendary story of supernatural happenings b**:** a narration intended to enforce a useful truth; _especially_ **:** one in which animals speak and act like human beings

**Nightmare**

1 **:** an evil spirit formerly thought to oppress people during sleep 2 **:** a frightening dream that usually awakens the sleeper 3 **:** something (as an experience, situation, or object) having the monstrous character of a nightmare or producing a feeling of anxiety or terror

**Sisterhood**

1 a**:** the state of being a sister b**:** sisterly relationship 2**:** a community or society of sisters; _especially_ **:** a society of women in a religious order3**:** the solidarity of women based on shared conditions, experiences, or concerns

The sun, high up above the clouds and round as a pregnant belly, warmed the very earth and air. Light stretched it's long, broad fingers across the land, snaking through underbrush and trees and around rocks and mountains in it's attempt to grasp the whole place. Shafts of the star's warmth touched his fur, and with a groan Buzz roused himself with the rest of the creatures. But this morning was significantly different.

A vicious ache accompanied a new pressure in his head. It felt to him as if stones had been tied to his ears and stuffed into his skull. When his eyes flickered open, he thought for a moment he was delusional, and a nervous snicker escaped him before he could hold it in.

Biting his tongue to keep from making anymore noise, he tried to gain his bearings. Bearings which were apparently in a tree and tilted at the oddest angle he thought he'd ever find himself in. The huge, natural floor made by the tree's many branches swayed ever so slightly beneath him. With each movement the breeze like motion would start up again, and Buzz had to lock his body up tight to keep himself still.

On the tree floor were strange things: round, brightly colored rocks, some cracked in half, with red and brown and blue stuff filling them. Various skulls, bones, and even half of a tortoise shell made up a strange, macabre little scene below him, and Buzz swallowed at the fear in his throat. A hideous thought occurred to him: would he soon be part of this collection?

But another's trilling laughter stopped these thoughts. Whipping around without remembering the repercussions, he spotted a strange gray and white shape before he spun round and round in mid air. The movement had him feeling ill, and he bit his tongue again to keep from emptying the contents of his stomach.

"I tink it would be wise of you to keep still now," the creature said. Buzz's eyes snapped open with shock. It was the same creature who he'd faced off with. How had he ended up here, though? As if looking into his thoughts, his captor chuckled once more and Buzz heard his approach. "Dere won't be any ground beneath your paws to secure you until I have proven your worth."

"I think I could prove my worth much better if I weren't up here," Buzz snarled, irritable as the pressure in his head became unbearable. Black spots peppered his vision, and Buzz shook his head to rid himself of them. Their retreat was brief, so he clenched his eyes shut and whined harshly. "Just do what you will with me, quick. I'm going to die soon anyway!"

"Ohh, stop being such a cub," the voice said, directly below him now. Slowly Buzz tilted his head back, back, until and opened his eyes. He was nose to nose with a mandrill, from the look of it, and an old one too. His thick mane was white as cloud fluff, and nooks crannies bit into his cheeks when he bared his long canines at him. "You will not die on this day. But before I let you down, you must gain my trust."

"I don't think anyone could trust _you_," Buzz snapped. He groaned when his vision spun on it's own accord, and shut his eyes as he panted for breath. "Oh, just get on with it, will you?!"

"What is your name?"

"I-it's Buzz."

"Where are you from, Buzz?"

"Just beyond the Western Side of the Pride Land's borders."

"Ahh, so you know of King Ilunga?"

"...yeah. My father made a pact with him before I was born. But it's dead now, along with my clan."

"What happened to dem?"

"This is supposed to gain your trust, old monkey?"

"Well...yes. Friends trust each other with their history, do they not?"

"How would you know? Or do you usually hang your friends upside down from tree tops as a sign of good will?!"

"Answering my questions will get you closer to being let down, Buzz. But I will ask you that one another time. If your clan is dead, why are you in one now?"

"I'm their leader. Their old matriarch died, and when they were fleeing they ran into me. I told them I knew where we could all find safety and I've been their alpha ever since."

"How did you come to find our lands?"

"'Our?'"

"I am older than King Scar himself. I saw his mother born and presented her to de Great Kings."

"...you _are _old, then."

"I am waiting."

"Well, when we were hunting one day, I met Shenzi's 'beau,' Banzai. He had a bigger group with him and he told us we were welcome in the Pride Lands as long as we obeyed that flea bag in your 'Pride Rock.'"

"You disrespect our king...how delightful. What has caused you to despise him so?"

Memories came flashing back, and Buzz shuddered. Throughout their conversation he'd only listened to the baboon's voice, unmoving. But when he opened his eyes he saw the baboon was busy looking into the emptiness of the tortoise shell. The mandrill looked up, munching on one of the rocks, and juices dribbled down his jowls into his beard as he gestured with his paw.

"Go on, you can tell me," he insisted. "I have no kind feelings for Scar. Not any longer. I will not go running to his side and play tattle tail."

"I...he did horrible things to those lionesses," Buzz ground out at last. His whole body was trembling now with rage, despite his viciously aching head. As the pleas of those lionesses reached his memory once more, he pinned his ears back guiltily. "He treated them like they were cattle, and he the bull. It was madness."

"Ahh, yes...madness." Suddenly Buzz's captor seemed sadder, less at ease. Wrinkles etched into his furless brow. "He was not always so consumed by his own demons. Once he was happy. I hope the birth of those cubs will bring light back to this place."

Grunting as he forced himself to his feet, the baboon suddenly walked to another side of the tree. Buzz tried to crane his neck around to watch him, finding himself fascinated by this strange creature, and fearful of him too. All he could see were his own limbs, stretched up before him, and then he felt himself drop down a few feet and yelped.

"I will let you down now," he said, "but only if you swear to me that you won't try to hurt yourself again."

"Hurt myself?" Buzz scoffed. "I've the jaws of ten lions you old thing! I could crush your arm with one b--"

"Oh, well, if you do not wish to be let do--"

"Forget I said that, just let me down!"

Buzz regretted his command when the tree suddenly rushed up and smacked his back. Only by tensing up his neck did he avoid injuring his head again, but he let himself go limp when his paws fell to one side. The baboon moved closed to him, peering at him suspiciously.

"You will not strike at me then, hyena?"

"No," Buzz panted, surprising himself. "I can hardly stand, less chase a baboon in his own tree."

"Good," the mandrill quipped, hobbling closer. Buzz lifted his head weakly to see him pulling vines off of his back paws, and thumped his bushy tail once in appreciation when the monkey began to rub feeling back into his back limbs. "We have much to talk about, you and I."

"Who are you?" Buzz demanded when he came closer to his forepaws. He pulled them further away from Buzz's jaws, and smiled mischievously.

"I am Rafiki," he said in a sing-song voice. "I am the oldest of these lands, besides my friend the elephant. I counsel the kings and queens, their subjects, and when a creature is hurt and seeks my aide, I heal them. I am a soothsayer by nature, and I have served the kings and those amongst the stars for many generations." The vines came off Buzz's forepaws and he began to knead them in his long toes, and lifted his brows at the hyena. "Do you believe in legends, Buzz?"

"I think there is some truth in them, or else we wouldn't have them," Buzz conceded after a long pause. "But mainly they only function as something to put cubs to sleep. Why?"

"Because I think every legend is true," Rafiki said sternly. He hobbled away from Buzz, and the latter rolled up onto his elbows so he could watch. Rafiki went to a side of his tree that was covered with what looked like crude images of lions and lionesses, and other animals, and when he hobbled back he held a long stick in his paw. "Come with me. I have something to show you."

After a few failed attempts, Buzz finally made it to his feet, but shocks of pain still went up his legs. Curiosity pushed away his pain, however, and he followed Rafiki to a tree limb. He hopped up on his hid legs to see over it, forepaws hanging over into empty air. Immediately his eyes locked onto the ground, which seemed very far away, and he swallowed at his own fear.

"Look now, Buzz," Rafiki whispered. Buzz looked up and followed the path of one of the digits on the mandrill's paws, to silhouette of Pride Rock. After a few moments Buzz started, and looked up at him in shock.

"It's completely black," he said, his own voice quiet with horror. "Why is that, Rafiki?"

"Have you ever heard the legend of Ahadi's Spectre?" the old monkey asked at length. Buzz wrinkled his muzzle in confusion, and shook his head. "It is said that when Ahadi took the Pride Lands for his own, the sun would rise, and Pride Rock would be cast into blackness. When Ahadi saw this for himself he was certain a ghoul from hell had swallowed up his den, and for days he was heard roaring at nothing.

"The creatures would not willingly go to seek his counsel or blessing, knowing he was a mad ruler and thus his word tainted. So the king went mad with resentment and fear, blaming the ghost for his troubles. He even killed his own son, his first born to Uru, because he claimed the boy was tainted because he spent too long in Pride Rock's shadow. When Ahadi passed on, and Mufasa took his place as King, however, the blackness was gone."

Rafiki paused, squinting his eyes at Pride Rock. Beside him Buzz was trembling, trying not to swallow his own tongue at the horror of it all. Though he hated to admit it, stories spun by talented tellers could pull him under a spell. It were as if he were Ahadi's son, the one who had turned into a demon because of his own haunted mind.

"Now that Scar has risen, the blackness has returned." He smiled suddenly, a little sadly, and looked down at Buzz. "But you do not believe such a tale, do you, young hunter?"

"Well...I haven't ever noticed Pride Rock looking like that before Scar rose to power," Buzz admitted. Thoughtfully he looked at his paws, flexing the digits nervously. "What does this mean?"

"Only ill for those unwise enough not to heed the warnings," Rafiki said harshly. His eyes pierced through Buzz, and instinctively he avoided the mandrill's harsh gaze. Despite all he'd put him through, Buzz respected Rafiki on a level deeper than he respected his father's memory.

"Come," the monkey said suddenly. "We've many things to discuss before the time comes."

"The time? Time for what?"

Rafiki's eyes twinkled enigmatically as he walked away.

--

Cutting a streak through the yellowing grass, the little rat snake made a quick retreat from the shadow of a creature much larger than itself. Seeing the grasses move tantalizingly, the hunter crouched down, inching forward with flashing brown eyes.

But the snake was much too quick for Zira. She felt the little snake slip out from under her paw pad in a flash of green scales, and she lost it in the tall grasses. Harumphing with her muzzle in the air, she strutted away as if she didn't care that a possible meal had evaded her once more. A small meal, she told herself. Nothing more than a snack. And a hunter as bold and skilled as herself deserved far better.

Her mouth watered a bit as she thought about the gazelle she'd seen the queen and some of the other lionesses feasting on. But then Scar had come charging and the lionesses bolted, Zira amongst them. She had watched him for the longest time, envying his ability to chase such fearsome hunters such as Sarabi and Sarafina away from a meal.

Now she was forced to wander her new home with an empty belly. Oh well. She had her aunt to rely on, since she was still a young cub. But her pride still smarted a bit...the snake had cheated somehow, she was sure of it. And she would have given anything to see the look on her adoptive mother's face when she brought her prize to their den.

"You there! Ah...Zira! Yes, cub, look up here!"

The voice shouting from above her made Zira jump and her fur bristled, but when she looked up and saw the familiar blue feathers cutting the sky, she relaxed a bit. But whatever Zazu wanted with her had to be important or bad. She wasn't sure which she preferred at the moment.

"Yes, Zazu-bird, what do you want?" she asked, stopping near a sapling acacia he had alighted on. Narrowing her eyes at him, she continued, "Have the hyenas been bothering my aunt again? Or do you actually have good news now?"

"Actually I was looking for someone," the bird said, scanning the horizon absently. He turned his flashing gaze to Zira, looking nervous. "And it is a hyena. The clan that lives near your den, do you know their leader?"

"Buzz?" Zira blinked in confusion and swallowed apprehensively. Though she had no love for the hyenas, she didn't hate the male leading the clan which Zazu had mentioned. He'd never tried to nip at her when she walked past, or shouted rude things about her aunt when she was within ear shot. "Yeah I know him. Why? Is he in trouble?"

"Well...that's what I want to find out, cub," Zazu said, hopping from one foot to the other. He leaned his beak closer to her. "Ikase didn't...attack him, did she? See, his clan said her scent was found where his trail ended."

"M-my aunt wouldn't have done that," Zira stammered, although she'd heard the older lioness grumbling about hyenas the night before. "Buzz is always nice to us. My mom hasn't ever snapped at him. Why would she?"

"Oh, I don't doubt you, Zira, I don't," Zazu insisted, looking a bit more relieved, but still concerned. "It's just that...oh, you wouldn't understand."

"Who says I wouldn't?" Zira bowed up. "I understand a lot more than you think, feather brain. Try me."

"Impetuous little thing, aren't you?" he sniffed, and his ruffled feathers smoothed slowly. "Scar has ordered that I find Buzz or else he will take away my position as his major domo."

"Oh, how awful, Zazu," she said softly. Determination took hold of her then, and she lifted her head high. "Don't worry, Zazu, I'll ask Aunty to help look for him. That way neither one of you will get into trouble. I'm sure he's fine, he might turn up soon on his own."

"I'm sure you're right, Zira," the bird said thoughtfully, then smiled, looking much more confident. "Thank you cub. You're right. Thank you." He took to his wings then, flying off with purpose in each stroke. "Come find me if she locates him!"

"I will!" Zira shouted back. After Zazu had become a speck in the sky, she laid down, thoughtful once more. A bit angry, too. She still had her spots, but that didn't mean she didn't know less than anyone else. In her short lifetime, she knew, she'd seen more and experienced more than some lionesses twice her age.

But now wasn't the time to count her losses. Sleep was chasing after her, quick on her heels, so Zira just as quickly found shelter in an old rabbit hole. Then, with a wistful sigh, she slept.

_A lioness approached the queen with a smile on her muzzle. The queen smiles back, nudges her cub awake for the soothsayer. Pleasant snatches of the future slip through the lioness's mouth, encouraging to the cub's mother. The cub grows. She wobbles on unsteady legs, and the mother steps back a few inches, urges the cub forward. A brother, too, shouting and hollering with glee. They are happy, with a strong lion papa and a wild huntress mama to lead their pride._

_Blackness shrouds the lion who invades the happy vision. Eyes as red as blood cut into the cubs, followed by sharp teeth and claws. The way of the rogue lions goes true to it's word, but by some miracle the queen's cub survives. Whisked away in the dead of night. She never sees her mother or her brother again._

--

A small troupe of lionesses snaked their way along the embankment of the water hole. Night turned their fur into gray shadows, and the move with all the stealth and grace of one. The first lioness reaches the water and dips her head, and the rest follow her lead, all fears of crocodiles forgotten.

Licking droplets of water off of her whiskers, after her thirst was quenched Sarabi lifted her proud head. Weeks had passed and now she felt life forming in her belly. She could smell it on her, too. Her appetite had increased, and her senses were beginning to heighten of their own accord. There was something delightful about being pregnant, and she looked forward to the full high she would reach and the light in her cubs' eyes when they were born.

Sarafina was the only lioness who hadn't been impregnated by Scar. It was obvious on her, too. Whereas the rest of the lionesses showed physical signs, her flanks were still smooth and sleek, and she didn't seem nearly as wary of cape buffalo or the dangerous waters as the others. Furrowing her brow, Sarabi wondered at her friend's change in behavior. It had been many moons since the death of her cubs...could she still be mourning for them?

They all fell silent, listening to the night birds' calls as the darkness grew thicker. But they could still see as if the sun still hung over them, and their eyes flashed in the inky night. Each of them was confident, almost smug, with a new sense of purpose in them. Though Sarabi still resented Scar for what he'd done not only to her, but to the others as well, she was glad she had a new path to follow.

But for now, another task was at hand, one they were all very fond of.

Gossip.

"The birds are loud tonight," Jas growled thoughtfully, pinning her good ear to her skull. During her first hunt she had accidentally driven her prey too far into hyena territory, and many of them suspected Shenzi herself was to blame for the lioness's scarred, deaf right ear. Her sister, Iski, snorted and began grooming one shoulder.

"Pah, silly old girl," she scoffed light heartedly. Though not half deaf like her sister, Iski had her fair share of cuts that would soon turn to scars. She had been one of the most resistant to Scar's demands, and defended her cubs, Kula and Chumvi, almost to her last breath. Only when the cubs 'disappeared' and were not found by the hyenas did they stop trying to tear her limb from limb. "You have more than one head to listen for now. The birds cannot help if they shrill off key."

A flush of sisterly affection consumed them all. Where most of them had been brooding for some time, Iski and Jas had made a point of being more upbeat about their situation. Sometimes their lighter moods were very infectious, and this was one of those times.

"And we have more than one body to scent herds out for," Kella added. Her strangely lighter fur set her apart from the others, and the darker hue of her muzzle was stark in contrast with the rest of her. When she bore her first litter, Sarabi knew they would be a sight to behold. "More than one mouth to chew for."

"Oh, listen to us, humming this old mother's tune," Iski said. "Enough of this! We can giggle about cubs later. I've been itching to hear more dirt about the green eyed fiend anyway."

"Really now, Iski," Sarabi murmured out of reflex. After so many years of being Mufasa's queen, she'd grown used to sticking up for her brother-in-law, now turned 'husband.' She winced guiltily, wanting to bite herself, but a wicked grin came to her muzzle. "You can do better than that."

"He's a no good, slime infested, flea licking pile of beetle dung," Iski sniffed indignantly. They all laughed, but they were far from done.

"Furball."

"Kitten! He's an overgrown kitten!"

"We should bring him a little mouse to play with."

"He couldn't catch it if he tried."

"Pah! Couldn't catch it if we threw it into his open jaws!"

"Hush now," Sarabi said between peals of laughter, "hush now, girls! His dogs might be about! We are forgetting that we are not the only ones who have been busy lately."

"Huh," Jas snorted. "Those curs? They're just worried about a lost pup or something..."

"Not just a lost pup I hear," Sarafina put in. "But an entire patriarch."

""Patriarch?'" Kella echoed. "What's that?"

"In hyena clans, a female usually rules, and she's called a matriarch," Sarabi said. "She's basically their queen. But when there is no female strong enough to rule, a male takes the spot." Turning to Sarafina, she tried to keep her growing interest hidden. "A patriarch, gone missing? I don't really say I blame him. If I were able to, I would 'get lost' myself."

"As would we all," Sarafina said bitterly. Uncomfortable silence followed, but Sarafina said no more, merely stared into the water as if trying to see the bottom of their large portion of the river.

"That is interesting," Jas said thoughtfully. "Females ruling? Do you mean to tell me that they fight males for dominance?"

"Yes, they do," Sarabi said, nodding. When Ahadi had first banished the hyenas, he had taught Mufasa and herself many things about the dogs. Sometimes Sarabi got the feeling he'd been putting lies into their heads, but lately, with so many of them about, she was surprised to find she knew much more about the hyenas than they. "Female cubs are much larger than the males. They have higher aggression and a full set of cutting teeth. I've heard some of the females actually kill their brothers so they can get more milk."

"Oh how dreadful," Kella whispered. "I wouldn't know what to do if my cubs turned out like hyena cubs...are they really so awful?"

"Not all of them," Ikase put in. They looked up as the lioness joined them from the shadows, her eyes flashing amiably. She approached Sarabi first, bowing her head low. "Excuse my intrusion, your majesty. I've been searching with Zazu all day."

"For what, or whom, dare I say?" Sarabi asked.

"The hyena that's gone missing," Ikase said, sitting next to Kella. The younger lioness bumped her head against the elder's shoulder, who thwacked her with her tail. "We found him near Rafiki's tree. He was a bit dazed and wouldn't tell us where he'd been, but he was glad to get home."

"Who was it?" Kella asked.

"He calls himself 'Buzz,'" Ikase chuckled. "He came from the west side of Pride Rock's borders. His clan's late matriarch was murdered, so he took place as their leader. They were happy to have him back."

"And his clan, are they as vicious a lot as Shenzi and Banzai's?" Iski sniffed indignantly. Ikase was silent for a while, then shrugged.

"Zira and I den near where they do, and they've never turned to us in threat," she said. "They are a bit aloof, but not outright violent like the others, like you said."

"What would such a gentle clan be doing amongst the ranks?" Jas wondered.

"I'm not sure," Ikase admitted. "Food, perhaps, better protection from predators. Hyenas have it just as hard, if not harder, than we do at times. And they only function normally if they number at about six prides or more."

"How do they keep up with all the cubs, I wonder?" Sarabi chuckled.

"How will we?" Ikase laughed. Glancing at her belly, Sarabi noticed Ikase was a bit further along than the rest of them. She had been one of the first Scar had preyed on, after all, with no cubs around. "We'll have a host of little green eyed monsters running about to keep our eyes on."

"Oh come now, sister," Iski said gently. "It's not so bad. It will be good to have cubs again, for all of us. It brings us closer together as a Pride. As sisters and family."

"But we must be careful," Sarafina said suddenly. As one they all looked up at the lioness, who's flesh and bones were still untouched. But it was her soul, shining through her sad river green eyes, that spoke volumes of the suffering she'd gone through at Scar's paw. "He will not tolerate weak cubs. This I swear. I know my brother, perhaps better than any of you. He is just like that devil Ahadi. He will not tolerate anything but fierce cubs. We must teach them to live in this cruel world he's forced upon us, even if we must be cruel to them ourselves.

"This is a dark land now, sisters," she continued, her voice soft. "Once we were free to do whatever we pleased. Now his dogs snap at our heels and herd us like gazelles. We must raise strong cubs, ones that will outlive my brother, ones that will bring light again to this place. And if that means we must become one of the shadows ourselves...so be it."

Something in the lioness's tone had them all staring at her in something akin to terror. A twinge of jealousy struck at Sarabi's heart, for she knew, as she had always known, that Sarafina was a ruler. Not one of them wanted to believe those dark words, but they were already steeling their hearts from softness, kindness.

They knew Sarafina's dark warning was true.

--

DISCLAIMER: The charactes from Disney's film The Lion King and The Lion King 2: Simba's Pride are not my property. They are products of the Walt Disney company I claim copyright on all other characters and this fanfiction.

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Definitions Courtesy of Merriam-Webster Dictionary Online


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